SEC Form SC 13D/A filed by Soluna Holdings Inc. (Amendment)

2/14/24 2:26:51 PM ET

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SC 13D/A 1 13dasoluna.txt SCHEDULE 13D-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Soluna Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 583543103 (CUSIP Number) Robert B. Goldberg, Esq. 5555 Glenridge Connector, Suite 675 Atlanta, Georgia 30342 (404)233-2800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2023 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 583543103 Cover Page 1 NAMES OF REPORTING PERSONS Wayne W. Boos 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) PF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 145,000 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 145,000 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 145,000 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.00739%1 14 TYPE OF REPORTING PERSON (See Instructions) IN SCHEDULE 13D This Amendment No. 2 relates to the Schedule 13D filed with the Securities and Exchange Commission on August 1, 2023, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on September 5, 2023, relating to the Common Stock, par value $0.001 per share (the Common Stock), of Soluna Holdings, Inc., a Nevada corporation (the Company). The principal executive offices of the Company are located at 325 Washington Avenue Extension, Albany, New York, 12205. Item 5 of the Schedule is hereby amended and supplemented as follows: Item 5. Interest in Securities of the Issuer. (a) As of December 31, 2023, Wayne W. Boos beneficially owns a total of 145,000 shares of the Companys Common Stock which represent approximately 9.00739% of the outstanding shares of Common Stock, based on 1,609,788 shares of Common Stock outstanding as of November 9, 2023, as indicated by the Company. The percentage of Mr. Boos ownership of Common Stock in the Company has varied since the filing of Amendment No. 1 to this Schedule 13D as Mr. Boos has (i) purchased additional shares of the Companys Common Stock, (ii) sold shares of the Companys Common Stock, and (iii) the Company effected a 1 for 25 reverse stock split in October 2023. (b) Nature of Ownership. Wayne W. Boos has the sole power to vote and direct the disposition of all of the 145,000 shares reported as beneficially owned by him. (c) Recent Transactions. In the 60 days prior to December 31, 2023, Wayne W. Boos (i) sold 2,759 shares of the Companys Common Stock for an average price per share of $2.59 and (ii) acquired 28,859 shares of the Companys Common Stock for an average price per share of $3.68 through his broker, Merrill Lynch. (d) No other person has the right to receive or the power to direct the receipt of the dividends from, or proceeds from the sale of, such securities. (e) Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2024 /s/ Wayne W. Boos Wayne W. Boos 1 Based on the 1,609,788 shares of common stock outstanding as of November 9, 2023.

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Date

Price Target

Rating

Analyst

7/23/2025

Neutral

H.C. Wainwright

SEC Form SC 13D/A filed by Soluna Holdings Inc. (Amendment)

2/14/24 2:26:51 PM ET

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Date

Price Target

Rating

Analyst

7/23/2025

Neutral

H.C. Wainwright

SEC Form SC 13D/A filed by Soluna Holdings Inc. (Amendment)

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SEC Form SC 13D/A filed by Soluna Holdings Inc. (Amendment)

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Recent Analyst Ratings for
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Analyst Ratings

H.C. Wainwright initiated coverage on Soluna Holdings

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SEC Filings

SEC Form 8-K filed by Soluna Holdings Inc.

Soluna Holdings Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

SEC Form 10-Q filed by Soluna Holdings Inc.

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Insider Purchases

Chief Financial Officer Tunison John bought $5,280 worth of 9.0% Series A Cumulative Perpetual Preferred Stock (2,000 units at $2.64), increasing direct ownership by 8% to 27,000 units (SEC Form 4)

Director Michaels David C bought $31,577 worth of shares (9,100 units at $3.47), increasing direct ownership by 12% to 87,826 units (SEC Form 4)

Chief Executive Officer Belizaire John bought 9,123 shares, increasing direct ownership by 6% to 173,810 units (SEC Form 4)

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Insider Trading

Chief Financial Officer Tunison John bought $5,280 worth of 9.0% Series A Cumulative Perpetual Preferred Stock (2,000 units at $2.64), increasing direct ownership by 8% to 27,000 units (SEC Form 4)

Director Phelan William P sold $39,180 worth of 9.0% Series A Cumulative Perpetual Preferred Stock (13,350 units at $2.93), decreasing direct ownership by 7% to 172,071 units (SEC Form 4)

Chief Accounting Officer Thomas Jessica L. sold $9,240 worth of 9.0% Series A Cumulative Perpetual Preferred Stock (3,300 units at $2.80), decreasing direct ownership by 49% to 3,400 units (SEC Form 4)

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Financials

Soluna Reports Q2'25 Results

Soluna Reports Q1'25 Results

Soluna Reports Revenue Growth of 80.5% to $38 Million for 2024

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Leadership Updates

Soluna Announces Monthly Business Update

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Large Ownership Changes